Haynes and Boone Sample Contracts

Voting Agreement (October 12th, 2018)

This VOTING AGREEMENT (this "Agreement") is entered into as of October 11, 2018, between Alliqua Biomedical Inc., a Delaware corporation ("Parent") and the undersigned (the "Stockholder").

Agreement and Plan of Merger and Reorganization (October 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of October 11, 2018 (this "Agreement"), by and among ALLIQUA BIOMEDICAL, INC. a Delaware corporation ("Parent"), EMBARK MERGER SUB INC., a Delaware corporation ("Merger Sub") and ADYNXX, INC., a Delaware corporation ("Company"). Parent, Merger Sub and Company are each a "Party" and referred to collectively herein as the "Parties." Certain capitalized terms used in this Agreement are defined in Exhibit A.

Origin Bancorp, Inc. – Contract (October 11th, 2018)
Targeted Genetics Corporation – [*] Shares of Common Stock Pre-Funded Warrants to Purchase [*] Shares of Common Stock and Warrants to Purchase [*] Shares of Common Stock AMPLIPHI BIOSCIENCES CORPORATION UNDERWRITING AGREEMENT (October 9th, 2018)

AmpliPhi Biosciences Corporation, a Washington corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to H.C. Wainwright & Co., LLC, as representative (the "Representative") of the several underwriters named in Schedule I hereto (each, an "Underwriter"), an aggregate of (a) [*] authorized but unissued shares (the "Firm Shares") of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), (b) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of [*] shares of Common Stock at an exercise price of $0.01 per share and (c) warrants to purchase up to an aggregate of [*] shares of Common Stock (the "Firm Warrants" and, collectively with the Firm Shares and the Pre-Funded Warrants, the "Firm Securities"). The respective amounts of the Firm Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to

Reshape Lifesciences, Inc. Common Stock Sales Agreement (October 3rd, 2018)
And Warrants to Purchase 5,844,445 Shares of Common Stock Placement Agency Agreement (September 20th, 2018)
Tetra Technologies, Inc. – Credit Agreement (September 13th, 2018)

This CREDIT AGREEMENT ("Agreement") is entered into as of September 10, 2018, among TETRA TECHNOLOGIES, INC., a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent.

Remora Royalties, Inc. – CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT Dated as of August 29, 2018 by and Among REMORA PETROLEUM, L.P. REMORA ROYALTIES, INC. REMORA HOLDINGS, LLC AND THE OTHER PARTIES HERETO (August 30th, 2018)
Staffing 360 Solutions, Inc. – Share Purchase Agreement (August 28th, 2018)

This Share Purchase Agreement (this "Agreement"), dated as of August 27, 2018 is entered into between PAMELA D. WHITAKER, an individual ("Seller"), MONROE STAFFING SERVICES, LLC, a Delaware limited liability company ("Buyer"), and STAFFING 360 SOLUTIONS, INC., a Delaware corporation, solely with respect to the specific provisions set forth on the signature page hereto ("Parent"). Capitalized terms used in this Agreement have the meanings given to such terms herein.

NorthStar/RXR New York Metro Real Estate, Inc. – Mezzanine Loan Sale and Purchase Agreement (August 21st, 2018)

This MEZZANINE LOAN SALE AND PURCHASE AGREEMENT (this "Agreement") is entered into as of the 20th of August, 2018 by RXR 11 JANE MEZZ LENDER LLC, a Delaware limited liability company ("Seller"), and CLNC ML JANE NYC, LLC, a Delaware limited liability company ("Purchaser").

NorthStar/RXR New York Metro Real Estate, Inc. – Mezzanine Loan Sale and Purchase Agreement (August 21st, 2018)

This MEZZANINE LOAN SALE AND PURCHASE AGREEMENT (this "Agreement") is entered into as of the 20th of August, 2018 by RXR 11 JANE MEZZ LENDER LLC, a Delaware limited liability company ("Seller"), and CLNC ML JANE NYC, LLC, a Delaware limited liability company ("Purchaser").

AGREEMENT AND PLAN OF MERGER by and Among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018 (August 17th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 14, 2018, is by and among KMG Chemicals, Inc., a Texas corporation (the "Company"), Cabot Microelectronics Corporation, a Delaware corporation ("Parent"), and Cobalt Merger Sub Corporation, a Texas corporation and wholly owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties."

AGREEMENT AND PLAN OF MERGER by and Among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018 (August 17th, 2018)
BioSig Technologies, Inc. – Securities Purchase Agreement (August 16th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of [*] by and among BioSig Technologies, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Hilltop Holdings – OFFICE LEASE BETWEEN SPC PARK PLAZA PARTNERS LLC, DIAMOND HILLCREST, LLC, AND HTH HILLCREST PROJECT LLC, AS CO-OWNERS (LANDLORD) AND HILLTOP HOLDINGS INC. (Doing Business in Texas as HTH HOLDINGS INC.) (TENANT) (August 6th, 2018)

This Office Lease (this Lease) is entered into by and between SPC PARK PLAZA PARTNERS LLC, a Texas limited liability company, DIAMOND HILLCREST, LLC, a Texas limited liability company, and HTH HILLCREST PROJECT LLC, a Texas limited liability company, as co-owners (collectively, Landlord), and HILLTOP HOLDINGS INC., a Maryland corporation, doing business in Texas as HTH Holdings Inc. (Tenant), and shall be effective as of , 2018 (the Effective Date).

Hilltop Holdings – HILLTOP PLAZA CO-OWNERS AGREEMENT July 31, 2018 (August 6th, 2018)

THIS CO-OWNERS AGREEMENT (this Agreement) dated effective July 31, 2018 (the Effective Date), is entered into by and among Diamond Hillcrest, LLC, a Texas limited liability company (Ford Owner), HTH Hillcrest Project LLC, a Texas limited liability company (Hilltop Owner), and SPC Park Plaza Partners LLC, a Texas limited liability company (SPC Owner) (together with any other persons or parties who acquire an interest and assume the rights and obligations hereunder by written instrument, each sometimes referred to as a Co-Owner or collectively as the Co-Owners), with reference to the facts set forth below.

Hilltop Holdings – Retail Lease Between Spc Park Plaza Partners Llc, Diamond Hillcrest, Llc, and Hth Hillcrest Project Llc, as Co-Owners (Landlord) and Plainscapital Bank (Tenant) (August 6th, 2018)

This Retail Lease (this Lease) is entered into by and between SPC PARK PLAZA PARTNERS LLC, a Texas limited liability company, DIAMOND HILLCREST, LLC, a Texas limited liability company, and HTH HILLCREST PROJECT LLC, a Texas limited liability company, as co-owners (collectively, Landlord), and PLAINSCAPITAL BANK, a Texas chartered bank (Tenant), and shall be effective as of , 2018 (the Effective Date).

Hilltop Holdings – Ground Lease Agreement (August 6th, 2018)

THIS GROUND LEASE AGREEMENT (this Lease), is made and entered into effective as of the 31st day of July, 2018 (the Effective Date), by and among HTH DIAMOND HILLCREST LAND LLC, a Texas limited liability company (Landlord), and SPC PARK PLAZA PARTNERS LLC, a Texas limited liability company (SPC CO-OWNER), as to an undivided 50% leasehold interest, HTH HILLCREST PROJECT LLC, a Texas limited liability company (HILLTOP CO-OWNER), as to an undivided 25% leasehold interest, and DIAMOND HILLCREST, LLC, a Texas limited liability company (FORD CO-OWNER), as to an undivided 25% leasehold interest, (SPC Co-Owner, Hilltop Co-Owner and Ford Co-Owner being collectively referred to herein as (Tenant) and being individually referred to herein as a Tenant Co-Owner).

Stv Group Inc – Underwriting Agreement (August 3rd, 2018)
Loton, Corp – Securities Purchase Agreement (July 3rd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of June 29, 2018, between LiveXLive Media, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

InspireMD, Inc. [*] Shares of Common Stock Pre-Funded Warrants to Purchase [*] Shares of Common Stock and Warrants to Purchase [*] Shares of Common Stock (June 26th, 2018)
Haynes and Boone, Llp (June 26th, 2018)
Vista Proppants & Logistics Inc. – Amendment No. 1 to Amended and Restated Senior Secured Credit Agreement (June 20th, 2018)

THIS AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of November 9, 2017, is among: Vista Proppants and Logistics, LLC, a Delaware limited liability company (Parent), VPROP Operating, LLC, a Delaware limited liability company (the Borrower); each of the Lenders from time to time party hereto; and Ares Capital Corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).

Fourth Amendment to Seventh Amended and Restated Credit Agreement (June 7th, 2018)

THIS FOURTH AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), is made and entered into as of April 13, 2018, by and among Vail Holdings, Inc., a Colorado corporation ("Borrower"), Bank of America, N.A., as Administrative Agent, a Swing Line Lender, a L/C Issuer and Lender (in its capacity as administrative agent, "Administrative Agent"), and the other Lenders, Swing Line Lenders and L/C Issuers named on the signature pages hereto.

Callon Petroleum Company – PURCHASE AGREEMENT CALLON PETROLEUM COMPANY 6.375% Senior Notes Due 2026 Purchase Agreement (June 1st, 2018)
Callon Petroleum Company – PURCHASE AND SALE AGREEMENT Between Cimarex Energy Co. Et Al., as Seller, and Callon Petroleum Operating Company, as Buyer Dated May 23, 2018 (May 24th, 2018)

This Purchase and Sale Agreement (this Agreement), executed as of May 23, 2018 (the Execution Date), is by and between Cimarex Energy Co., a Delaware corporation (Cimarex), Prize Energy Resources, Inc., a Delaware corporation (Prize) and Magnum Hunter Production, Inc., a Texas corporation (Magnum Hunter) (Cimarex, Prize and Magnum Hunter being collectively called, Seller), and Callon Petroleum Operating Company, a Delaware corporation (Buyer).

Earthstone Energy, Inc. – Third Amendment to Credit Agreement (May 23rd, 2018)

This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") entered into on May [ ], 2018, is among EARTHSTONE ENERGY HOLDINGS, LLC, a Delaware limited liability company ("Borrower"), EARTHSTONE OPERATING, LLC, a Texas limited liability company ("EO"), EF NON-OP, LLC, a Texas limited liability company ("EF"), SABINE RIVER ENERGY, LLC, a Texas limited liability company ("Sabine"), EARTHSTONE LEGACY PROPERTIES, LLC, a Texas limited liability company ("ELP"), LYNDEN USA OPERATING, LLC, a Texas limited liability company ("LUO"), BOLD ENERGY III LLC, a Texas limited liability company ("BE") and BOLD OPERATING, LLC, a Texas limited liability company ("BO"), as guarantors (EO, EF, Sabine, ELP, LUO, BE and BO, each a "Guarantor" and collectively, the "Guarantors"); each Lender (defined below) who is a signatory hereto and BOKF, NA dba BANK OF TEXAS, a national banking association, as administrative agent ("Agent") for the Lenders. The party or parties are sometimes individually referred to

Golub Capital Investment Corp – Amended and Restated Revolving Credit Agreement (May 22nd, 2018)

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of May 17, 2018 by and among GOLUB CAPITAL INVESTMENT CORPORATION, a Maryland corporation ("Borrower"), and SUMITOMO MITSUI BANKING CORPORATION, a foreign banking corporation organized under the laws of Japan (in its individual capacity, "SMBC"), as Administrative Agent for the Lenders (as each term is hereinafter defined), and the Lenders.

BioSig Technologies, Inc. – May 16, 2018 BioSig Technologies, Inc. 12424 Wilshire Boulevard, Suite 745 Los Angeles, California 90025 (May 16th, 2018)

We have acted as counsel to BioSig Technologies, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration of 1,977,726 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), comprised of (i) up to 1,000,000 shares of Common Stock (the "Shares") issuable upon the conversion of 1,000 shares of the Company's Series E Convertible Preferred Stock (the "Series E Stock"), (ii) up to 294,392, shares of Common Stock issuable as a make-whole dividend upon conversion of the Series E Stock (the "Dividend Shares" and together with the Shares the "Conversion Shares") and (iii) up to 683,334 shares of Common Stock (the "Warrant Shares") issuable upon the exercise of warrants (the "Warrants"), pursuant to the registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed with the Securities and Exchange Commission (the "Commission") on May 16, 2018.

Colony NorthStar Credit Real Estate, Inc. – Third Amendment to Master Repurchase Agreement (May 15th, 2018)

THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of January 31, 2018 (this "Amendment"), by and among CB LOAN NT-II, LLC, a Delaware limited liability company ("Seller"), and CITIBANK, N.A., a national banking association ("Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).

Colony NorthStar Credit Real Estate, Inc. – Sixth Amendment to Master Repurchase Agreement (May 15th, 2018)

SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of January 31, 2018 (this "Amendment"), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company ("Seller"), and CITIBANK, N.A., a national banking association ("Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).

TCW Direct Lending VII LLC – TCW DIRECT LENDING VII LLC, as Borrower REVOLVING CREDIT AGREEMENT NATIXIS, NEW YORK BRANCH, as Administrative Agent NATIXIS, NEW YORK BRANCH, as Sole Lead Arranger and Sole Bookrunner and the Conduit Lenders, Committed Lenders, and Funding Agents From Time to Time Party Hereto May 10, 2018 (May 14th, 2018)

This REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this Credit Agreement) is dated as of May 10, 2018 by and among TCW DIRECT LENDING VII LLC, a Delaware limited liability company (Borrower), NATIXIS, NEW YORK BRANCH (in its individual capacity, Natixis), as administrative agent for the Lenders (together with any successor appointed pursuant to Section 12 below, the Administrative Agent), and the Committed Lenders, Conduit Lenders, Funding Agents and other Borrower Parties from time to time party hereto (each capitalized term not defined is defined below).

Signature Group Hold – Elah Holdings, Inc. Securities Purchase Agreement (May 9th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 9, 2018, is made by and among Elah Holdings, Inc. (f/k/a Real Industry, Inc.), a corporation organized under the laws of the State of Delaware (the "Company"), 210/RELY Partners, LP, a Texas limited partnership (the "210 Purchaser"), Goldman Sachs BDC, Inc., a Delaware corporation, Goldman Sachs Private Middle Market Credit LLC, a Delaware limited liability company, and Goldman Sachs Middle Market Lending Corp., a Delaware corporation (individually, a "GS Purchaser," and collectively, the "GS Purchasers" and, together with the 210 Purchaser, the "Purchasers").

Stratean Inc. – Asset Purchase Agreement (May 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of May 2, 2018, is by and between CLEANSPARK, INC., a Nevada corporation ("Purchaser"), and PIONEER CUSTOM ELECTRIC PRODUCTS CORP., a Delaware corporation ("Seller"). Purchaser and Seller are referred to collectively herein as the "Parties".

Pioneer Power Solutions, Inc. – Asset Purchase Agreement (May 8th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of May 2, 2018, is by and between CLEANSPARK, INC., a Nevada corporation ("Purchaser"), and PIONEER CUSTOM ELECTRIC PRODUCTS CORP., a Delaware corporation ("Seller"). Purchaser and Seller are referred to collectively herein as the "Parties".